TERMS AND CONDITIONS

GENERAL DEFINITIONS

Parties: the b.v. PDSS, with registered office at 2860 SINT-KATELIJNE-WAVER, Dreefvelden 11, Belgium, VAT BE0787.460.054 (hereinafter: PDSS) on the one hand, and the customer on the other.

ARTICLE 1. SCOPE

1. These general terms and conditions apply to all transactions between PDSS and the customer.
2. Acceptance of these general terms and conditions also implies that the customer fully and irrevocably waives the application of their own general terms and conditions.

ARTICLE 2. QUOTATIONS

1. Each quotation is valid for thirty (30) calendar days, unless otherwise agreed in writing.
2. The quotation determines the price of the offered service. All prices are expressed in euros and are exclusive of VAT as well as other legally required taxes, duties, and contributions.
3. Additional work or changes to the assignment will be invoiced separately by PDSS in accordance with the rates applicable at the time the original quotation was signed.

ARTICLE 3. INVOICING

1. The invoice must be paid by the customer within a period of fourteen calendar days after receipt. A different payment term can only be agreed upon with the prior written consent of PDSS.
The customer shall make payment via SEPA direct debit, unless otherwise agreed in writing.
2. Every invoice from PDSS is considered definitively accepted if the customer does not dispute it by registered letter within 7 calendar days of receipt, providing a detailed explanation of the reasons for the dispute. Filing a protest does not release the customer from their payment obligations.
3. In the event of failure to pay the invoice in full or in part by the due date, the invoiced amount shall be increased by operation of law and without prior notice of default by an interest rate of 12.5% per annum from the invoice due date. Furthermore, fixed compensation of 12.5% of the sums due, with a minimum of 20 euros, is also owed by operation of law from the invoice due date.
4. Late payment of one invoice makes all other invoices not yet due immediately payable by operation of law and without prior notice of default.

ARTICLE 4. EXECUTION

In providing its services, PDSS is bound by an obligation of means, unless expressly agreed otherwise in the quotation.

ARTICLE 5. DURATION AND TERMINATION

1. PDSS and the customer are bound to each other by an agreement that arises from the moment the quotation is signed by the customer.
2. Parties may terminate an agreement of indefinite duration subject to a notice period of thirty days.
3. In the event that an agreement of fixed duration is unilaterally terminated by the customer, the customer shall owe a termination fee. This fee amounts to 50% of the sum of all fixed monthly contributions that would have been due during the remaining term of the agreement.
4. In the event that an agreement for a specific assignment (i.e., web design, webshop design) is terminated prematurely and unilaterally by the customer, they shall be liable for payment for the work already performed as well as fixed compensation equal to 15% of the total value of the agreement. If the agreement was entered into for a fixed price, the compensation for work already performed will be calculated pro-rata based on the agreed fixed price and the progress of the assignment at the time of termination, whereby progress is determined based on the services already performed relative to the total agreed services. If the agreement is concluded on the basis of hourly rate invoicing, the customer is obliged to compensate all work already performed based on the hours already worked at the agreed hourly rate.
5. Notice of termination must be given by means of a registered letter addressed to the registered office of PDSS.
6. In the event that the customer wishes to terminate the existing agreement between PDSS and themselves and wishes to take over the ownership rights of PDSS regarding the website/webshop, they must pay PDSS an additional amount equal to 20% of the price paid by the customer to PDSS for the design and realization of the website. If PDSS is required to transfer data to another provider as a result, PDSS will charge the customer a rate of EUR 75 per hour (excluding VAT, excluding administrative costs, and excluding costs paid by PDSS to third parties). The transfer of ownership rights regarding the aforementioned website/webshop does not imply, even after payment, that the customer also acquires the intellectual property rights and/or trade secrets. Regarding these intellectual property rights and trade secrets, the customer only obtains an irrevocable right of use.

ARTICLE 6. LIABILITY OF PDSS

1. PDSS is in no case (contractually/extra-contractually) liable for any damage other than that resulting from its intent, its gross negligence, or for the non-performance of essential obligations that form the subject of the agreement (except in cases of force majeure). This clause also applies to errors made by the appointees of PDSS.
2. PDSS cannot be held liable for indirect damage or consequential damage. Consequential damage is understood to mean: damage or loss that does not result directly from a contractual and/or extra-contractual breach, but indirectly and/or after some time, including but not limited to loss of income, interruption or stagnation of business activities, increase in personnel costs and/or the costs of personnel redundancy, damage consisting of or resulting from claims by third parties, damage resulting from insufficient security, lack of expected savings or benefits, and loss of data, customers, profit, time, or income, regardless of the causes thereof.
3. The right to compensation for errors attributable to PDSS expires six months after the occurrence of the alleged error.
4. PDSS cannot be held liable for defects in installed hardware, software, or other applications that were not developed by it. It is solely responsible for the quality of the services delivered to the customer for which the copyrights belong to PDSS.

ARTICLE 7. FORCE MAJEURE

If one of the parties is unable to perform its obligations for a period of more than one month or longer due to an external cause that was not foreseeable and is not attributable to it, that party has the right to dissolve the agreement by means of a registered letter with the submission of the necessary supporting documents, without judicial intervention and with immediate effect. Force majeure includes, among others: war, epidemics that paralyze a country, insurrection, riots, explosions, strikes or social conflicts, equipment failures, defects in telecommunications and IT equipment, and power outages.

ARTICLE 8. RETENTION OF TITLE

All delivered services and products remain the property of PDSS until full payment has been received. PDSS reserves the right to restrict access to the product (including website and webshop) until full payment has been received by it. The intellectual property rights and trade secrets remain the property of PDSS in all cases, even after payment.

ARTICLE 9. CONFIDENTIALITY

1. The parties undertake not to disclose to third parties or persons within the organization who should not have access to such information by virtue of their position, any confidential information shared directly or indirectly in the context of the agreement, without prior written consent. This obligation remains in force until three years after the termination of the agreement, regardless of the manner in which the agreement between the customer and PDSS ended.
2. Confidential information is understood to mean: (1) all documents exchanged between the customer and PDSS, (2) all information, regardless of its nature, exchanged between the customer and PDSS, whether delivered orally or in writing.
3. Any violation of the confidentiality clause will give rise to fixed compensation in the amount of 5,000.00 euros per breach, without prejudice to the right of the injured party to claim compensation for the actual damage suffered.

ARTICLE 10. APPLICABLE LAW AND COMPETENT COURTS

The agreement between the customer and PDSS (including these general terms and conditions) is subject to and must be interpreted in accordance with Belgian law. Only the courts of the district of Mechelen have territorial jurisdiction to hear disputes between the customer and PDSS.